SunPower Inc美股招股说明书(2026-07-10版)

Up to 14,625,610 Shares of Common Stock Up to 50,760,218 Shares of Common Stock Issuable Upon Conversion of Convertible Notes This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus or their permitted transferees (the“Selling Securityholders”) of up to 65,385,828 shares of our common stock, par value $0.0001 per share (the “common stock”), consisting of (i)10,243,924 shares of common stock (the “Ambia Shares”) previously issued by us pursuant to a Membership Interest Purchase Agreement (the“Ambia Purchase Agreement”), dated November 21, 2025, between the Company, Ambia Energy, LLC (“Ambia”) and Ambia Holdings, Inc., inconnection with our acquisition of Ambia, (ii) 3,333,334 shares of common stock (the “Sunder Shares” and, collectively with the Ambia Shares, the“Acquisition Shares”) previously issued by us pursuant to a Membership Interest Purchase Agreement (the “Sunder Purchase Agreement” and,together with the Ambia Purchase Agreement, the “Acquisition Agreements”), dated September 21, 2025, by and among the Company, CompleteSolar, Inc., Sunder Energy LLC (“Sunder”) and Chicken Parm Pizza LLC, in connection with our acquisition of Sunder, (iii) up to 50,760,218 sharesof common stock (the “Conversion Shares”) issuable upon conversion of our 7% convertible senior notes due 2029 (the “7% Notes”), and (iv)1,048,352 shares of common stock held by certain of our former affiliates (the “Former Affiliate Shares” and, collectively with the Acquisition Sharesand the Conversion Shares, the “Offered Securities”). The Acquisition Shares were issued at the closing of the transactions contemplated by theTransaction Agreements on November 21, 2025, with respect to the acquisition of Ambia, and on September 24, 2025, with respect to the acquisition ofSunder. The 7% Notes were issued in multiple tranches in September 2024, December 2024, in the thirteen week period ended March 30, 2025, and onSeptember 23, 2025. The Former Affiliate Shares were issued previously to former affiliates of Freedom Acquisition I Corp. and its sponsor, FreedomAcquisition I, LLC. See “Prospectus Summary” below for a description of the Acquisition Agreements, the Ambia Acquisition and the Sunder Acquisition and the 7%Notes and “Selling Securityholders” for additional information regarding the Selling Securityholders. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of common stock by the Selling The Selling Securityholders may sell or otherwise dispose of the shares of common stock described in this prospectus in a number of different waysand at varying prices. See “Plan of Distribution” for more information about how the Selling Securityholders may sell or otherwise dispose of theshares of common stock being registered pursuant to this prospectus. None of the Selling Securityholders are an “underwriter” with respect to thesecurities registered hereunder within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended. The Selling Securityholders will pay all brokerage fees and commissions and similar expenses attributable to the sales of its common stock. We willpay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the shares of common stock offered hereby,including legal and accounting fees. See “Plan of Distribution.” Shares of our common stock are listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “SPWR”. On July 9, 2026, the closing price of ourcommon stock was $0.65. We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced publiccompany reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled“Risk Factors” beginning on page 13 of this prospectus, and under similar headings in any amendments or supplements to this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, orpassed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Prospectus dated July 10, 2026 ABOUT THIS PROSPECTUS This prospectus is part of Post-Effective Amendment No. 1 to the registration statement on Form S-1 (File No. 333-293156) that we filed with theSecurities and Exchange Commission (the “SEC”) using the “shelf” registration process and updates the disclosure contained in the RegistrationStatement following the filing of the Company’s Annual Report on Form 10-K for the year ended December 28, 2025, filed with the SEC on April 14,2026 and the Company’s Quarterly Report on Form 10-Q for the thirteen week period ended M